Software License and Service Terms

These Terms of Service (the “Terms”) are entered by and between Jump TV Solutions S.L (from now on “JUMP”, “We”, “Us” or “Our”), a corporation organized under the laws of Spain, having its principal office at Calle Villa de Marín 37, 1 A, 28029 Madrid, Spain, and any person accepting an order form (the “Order”) for the provision of JUMP’s products and services (hereinafter, the “CUSTOMER”) (each, a “Party”; together, the “Parties”).

These Terms govern the access and use of the data-driven video solution for video, (the “JUMP platform”) the various tools and documentation, such as access tokens, software development kits (“SDKs”) and application programming interfaces (“APIs”), made available to the CUSTOMER by JUMP, any other tool, website, dashboard, or service provided by JUMP to the Customer, including those that provide or allows the CUSTOMER to access any of the foregoing (collectively, the “Service”). Both the Terms and the Order shall be considered together as the agreement between the Parties for the access and use of the Service (the “Agreement”).

We recommend reading these Terms carefully before accepting and signing any Order sent by JUMP.

Structure and Precedence
1. In the event of any inconsistency between any parts of these Terms and the Order, the documents shall prevail in the following order of precedence: (i) The Order; and (ii) the Terms.
Definitions and interpretations
1. Any phrase introduced by the terms “including”, “include”, “in particular”, “for example” or any similar expression are deemed to have the words “without limitation” following them and will be construed as illustrative and will not limit the sense of the words preceding or following those terms.
2. References to any gender include all other genders, the singular includes the plural and a reference to “person” includes a natural person, body corporate, unincorporated association, limited liability partnership and any other form of business ownership.
3. The following words and expressions shall have the following meanings:
  1. Account means an account in the JUMP Platform enabling the CUSTOMER to access and use the Service, including both administrator accounts and user accounts.
  2. Account Access Information means the access code, username and password that are provided to the CUSTOMER by JUMP to access the Service.
  3. Affiliate means, in relation to a company, any entity controlled, directly or indirectly, by the company; any entity that controls, directly or indirectly, the company; or any entity directly or indirectly under common control with the company.
  4. Analytic Data means the data that is output by the Service when using the JUMP Platform, which corresponds to the measurement of the audience and, where applicable, predictive data, of the different content available on the CUSTOMER’s streaming platforms to which the JUMP Platform is connected.
  5. Claims mean all liabilities, losses, penalties, damages, costs, judgments and any other expenses (including reasonable legal fees such as attorneys’ fees, in-house counsel costs and appellate fees) associated with any third party claim.
  6. Confidential Information means any non-public trade or business secrets, or similar confidential information disclosed by one Party to the other pursuant to this Agreement, including information which relates to the other Party’s business, products, developments, know-how, suppliers, technology and CUSTOMER´s, whether designated as “confidential” or not, and including this Agreement and all its terms and conditions. Further, all technical and confidential information exchanged prior to the date of this Agreement shall be Confidential Information.
  7. CUSTOMER Content means video, audio-visual content, or other types of materials available on the CUSTOMER’s streaming platforms to which the JUMP Platform is connected and all data, materials or information uploaded into the JUMP Platform.
  8. Effective Date means the date the CUSTOMER accepts the Order for the provision of JUMP’s Service.
  9. Intellectual Property and Intellectual Property Rights mean all rights in and to trade secrets and other Confidential Information, patents, copyrights, trademarks, know-how, registered designs, database rights and design rights, service marks, logos, domain names, business names, as well as moral rights and similar rights of any type under the laws of any governmental authority, domestic or foreign.
  10. Marks mean any and all rights, domestic and international, in and to the registered brands, logos, commercial names commercial symbols, trademarks, service marks and other distinctive signs, including registrations and applications for registration therefor (and all renewals, modifications, and extensions thereof) associated with each of the Parties and its products or services.
  11. Module(s) means the different features or units the JUMP Platform is divided into.
  12. Payment Period means the period for payment of invoices agreed from time to time between JUMP and CUSTOMER.
Rights Conveyed
1. Grant of License. Subject to the terms and conditions of the Agreement, JUMP hereby grants to CUSTOMER a worldwide, non-exclusive, non-sublicensable, non-transferable, revocable, limited license to access and use the Service, including the JUMP Platform, solely for CUSTOMER’s internal business purposes and during the Agreement. No rights or licenses are granted except as expressly set forth herein. All rights not specifically granted under these Terms are reserved to JUMP.
2. Third-Party Materials. For all materials designated by JUMP (with written notice to and pre-approved by CUSTOMER) as Third Party Materials, the Parties acknowledge that such materials may be necessary for CUSTOMER to use the JUMP Platform and, to the extent CUSTOMER determines any such Third-Party Materials, like APIS, and any other third party marketing tool for impacting like Hubspot for the impact Module, are necessary for using the JUMP Platform, CUSTOMER will be responsible for obtaining any and all necessary licenses to such Third-Party Materials. CUSTOMER must pre-approve, in writing, the inclusion of Third-Party Materials in the Platform. For example, any links or usage of third-party APIs (Backend of Front-End providers APIS) will be considered as a type of Third-Party Materials. Third-Party Materials are the sole property of the CUSTOMER.
3. License to CUSTOMER Content. CUSTOMER hereby grants a non-exclusive, fully-paid up, royalty-free, perpetual, non-sublicensable, worldwide license and irrevocable right for JUMP to create Analytic Data using any Intellectual Property of the CUSTOMER connected to the JUMP Platform for the purposes of this Agreement.
4. Public Announcements. Prior to initial, wide commercial release of the CUSTOMER service (using the Platform), the CUSTOMER agrees to meaningfully consult with JUMP with respect to a press release mentioning JUMP and its services in connection therewith. For clarity, except as provided herein, neither Party may issue any press release or otherwise make any public announcement regarding the existence or Terms herein without the prior written approval of the other Party.
Ownership of Service and Intellectual Property Rights
1. JUMP does not sell JUMP Platform to CUSTOMER, but only grants CUSTOMER a license to use JUMP Platform according to these Terms. The Service (including the JUMP Platform), JUMP Marks, including without limitation software, code, and copyrights all patents, trade secrets, trademarks and any other proprietary and other rights regarding the Service, without prejudice to the license granted under this Agreement and the proprietary rights of CUSTOMER established under Section 4.3. below, are proprietary to JUMP, its affiliates and/or third-party licensors.
2. Pre-Existing Materials. All Intellectual Property Rights belonging to a Party prior to the execution of this Agreement shall remain vested in that Party.
3. Proprietary Rights of CUSTOMER. Intellectual Property Rights in the CUSTOMER’s Content, CUSTOMER Marks or arising under this Agreement including without limitation all Analytic Data, data and deliverables provided under this Agreement shall always be the exclusive property of the CUSTOMER. This excludes in all manners JUMP Platform releases made available to the CUSTOMER as part of the JUMP Platform new features development that will remain in exclusivity as JUMP Intellectual Property.
Restrictions Regarding Use of Platform
1. CUSTOMER must use JUMP Platform in a responsible manner and in accordance with these Terms. CUSTOMER will not access or use the JUMP Platform or Service to:
  1. Reverse Engineer. Without limiting CUSTOMER’s rights to use the JUMP Platform as set forth herein, CUSTOMER may not, nor cause or permit any of its employees or any third party to, modify, adapt, translate, reverse engineer, decompile, disassemble, translate or create derivative works based on JUMP Platform without the prior written consent of JUMP, which it may withhold in its sole discretion.
  2. Rent, Lease and Transfer. The platform is licensed only to CUSTOMER. Except as may be otherwise set forth herein, CUSTOMER shall not sublicense, lease, rent, or distribute, of JUMP Platform (including any of the materials) on a temporary or permanent basis except with the written consent of JUMP, not to be unreasonably withheld. Prior to transferring JUMP to an authorized transferee, the transferee shall agree in writing to be bound by these Terms.
  3. threaten the security or functionality of the JUMP Platform.
  4. upload, use or process any CUSTOMER Content or data that contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data.
  5. build a similar product or service.
2. Access Restrictions and Security. Without JUMP’’s written consent, CUSTOMER shall not permit or allow other third-party entities to have access to or to use any Account Access Information to access or use JUMP Platform for any other purpose except as set forth herein. CUSTOMER accessing an Account is solely responsible for ensuring that the Account Access Information for accessing and using the JUMP Platform is utilized only by such a person. CUSTOMERS shall have no liability for Claims whatsoever that may arise from the unauthorized use of any Account Access Information (unless due to JUMP’s negligence or intentional misconduct). If any of CUSTOMER’s Account Access Information is lost or stolen, it is CUSTOMER’s responsibility to notify JUMP of such loss or theft so that the account can be deactivated, and a new username and password can be provided. JUMP will use commercially reasonable efforts to effect password deactivation requests as soon as practicable after their receipt in writing from CUSTOMER. JUMP agrees to take and maintain all necessary measures to safeguard the security of information submitted in using JUMP Platform by applying the safety measures indicated by JUMP, which the CUSTOMER has reviewed and accepted.
3. Manner of Use. CUSTOMER is solely responsible for all CUSTOMER Content and all activity that occurs under CUSTOMER’s Accounts. CUSTOMER shall not use the service for any illegal or unauthorized purpose(s). CUSTOMER must not, in the use of the Service, violate any applicable laws (including but not limited to U.S. copyright laws, and other applicable federal, state and local laws).
Fees, Invoicing and Payments
1. JUMP’s charges to CUSTOMER for the provision of the Service (“Fees”) and Payment Period are specified in the Order.
2. Fees and Payment Period may be amended by agreement between the Parties from time to time.
3. Fees are inclusive of all fees, charges, disbursements, duties, levies, costs, or expenses of whatever nature (including those relating to the licences, media, transfer, delivery, supply, the performance of or otherwise relating to the Services) unless otherwise stated in the Order.
4. If any items or details are not expressly stated in the Order or this Agreement but are reasonably necessary for the effective, safe and efficient use of the Services, JUMP shall include such items or details in or with the Services and such items and details shall be deemed included in the Fees notwithstanding such omission.
5. CUSTOMER shall pay the amount of a valid invoice to JUMP within the Payment Period.
6. All payments described in this Agreement are excluding any taxes, VAT or any other fees added on the request of authorities unless expressly provided otherwise in the Order.
Timing and Collaboration
1. The timing indicated in the Order for the integration of the Service shall be considered approximate and non-binding.
2. CUSTOMER shall promptly provide all necessary information, assistance, and support in relation to the integration and use of the JUMP Platform and Services as is reasonably requested by JUMP from time to time.
Technical Support and Service Levels
1. JUMP will provide CUSTOMER with technical support for the Platform which shall be provided within the Service Levels defined in the Service Level Agreement attached as Exhibit C.
Updates and Upgrades
1. This Section 9 shall apply except to the extent otherwise agreed in any applicable Service Level Agreement.
2. JUMP may change, revise, modify, delete or discontinue (either permanently or temporarily) the functionality or scope of the JUMP Platform at any time at its sole discretion (an “Update”).
3. JUMP shall from time to time provide to CUSTOMER free of charge Updates as they become generally available. Any ad hoc Update to meet a specific CUSTOMER need must be requested in writing to JUMP, who will study the feasibility and, if necessary, will be quoted separately.
4. Any new features and Updates (including any ad hoc Updates) that may be added to the JUMP Platform or Service from time to time will be subject to these Terms unless stated otherwise, and they shall be subject to the license established in Section 3.1.
Term and Termination
1. Initial Term and Renewals. The Term of this Agreement and its renewals (the Renewal) will be established in the Order.
2. Termination for Cause. Either Party shall have the right to terminate this Agreement:
  1. Upon thirty (30) days prior written notice by giving written notice to the other Party if the other Party (Defaulting Party) materially breaches any of its representations, warranties or undertaking, or materially fails to perform any of its obligations hereunder, and where such a breach or failure is capable of remedy, the defaulting Party does not cure it within fifteen (15) days of receipt of notice of such failure to perform;
  2. Immediately upon written notice by either Party hereto if the other Party:
    1. becomes insolvent.
    2. files a petition, or has a petition filed against it, under any laws relating to insolvency, and the related insolvency proceedings are not dismissed within sixty (60) days after the filing of such petition.
    3. enters into any voluntary arrangement for the benefit of its creditors.
    4. appoints, or has appointed on its behalf, a receiver, liquidator or trustee of any of such Party’s property or assets.
    5. ceases to carry on business in the ordinary course.
  3. Immediately upon written notice by JUMP hereto if JUMP detects the CUSTOMER commits any of the actions described in Section 5 above.
3. Effects of Termination. Upon termination of this Agreement, all outstanding payment obligations that are not disputed will become immediately due and payable, and no new payment obligations will accrue. For the avoidance of doubts, all outstanding payment obligations that are in dispute will be disputed in good faith. Within thirty (30) days of termination, each Party shall destroy all copies of all Confidential Information, all copies of all documents containing Confidential Information, and all property belonging to the other Party which may be in the possession of, or under the control of, that Party; provided, however, that a Party may retain one (1) copy of such documentation in accordance with such Party`s customary archival purposes subject to ongoing confidentiality requirements or legal requirements provided by law.
4. Upon termination of this Agreement, the Analytic Data and other personal data may be delivered to the CUSTOMER upon request in the terms established in the Data Processing Agreement (as defined in Section 17.2).
5. The provisions of this Agreement set forth in sections 6, 8, 9, any remedies for the breach thereof, and those provisions which by their nature would continue beyond the termination of this Agreement, shall survive the termination of this Agreement under the terms thereof beyond the termination or expiration hereof unless otherwise stated in the Agreement.
Representations and Warranties
1. General Warranties. Each Party represents and warrants to the other Party that it has the power and authority to enter into this Agreement, to grant the licenses contained herein, and to otherwise perform its obligations hereunder.
2. JUMP further represents and warrants that:
  1. it has obtained all licenses and approvals necessary to conduct and provide its Service in accordance with this Agreement and all applicable laws.
  2. it is not aware (in the exercise of due diligence and reasonable prudence) of anything which might or shall adversely affect its ability to perform its obligations under this Agreement.
  3. it has the appropriate expertise to, and it shall perform the Service hereunder in a professional, workmanlike, and expeditious manner, and that it shall discharge its obligations under this Agreement (and procure that all its employees, agents, and subcontractors discharge their obligations) with all due skill, care, timeliness and diligence and (without limiting the generality of this Section) in accordance with applicable laws, good industry practice and its own established internal procedures;
Disclaimer of Warranties
1. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CUSTOMER’S USE OF THE JUMP PLATFORM AND THE SERVICE IS ENTIRELY AT CUSTOMER’S OWN RISK. THE SERVICE, (INCLUDING THE JUMP PLATFORM AND ANY WRITTEN MATERIALS, AND ANY SUPPORT) ARE ALL PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND ANY WARRANTY OF ERROR-FREE APPLICATION. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, JUMP DOES NOT WARRANT THE USE, RESULTS OR PERFORMANCE OF THE SERVICE, THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT THE SERVER(S) THAT MAKE(S) THE SERVICE AVAILABLE, IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
Limitation of Liability
1. EXCEPT FOR ANY BREACH OF CONFIDENTIALITY, AND IN INSTANCES OF FRAUD OR FRAUDULENT MISREPRESENTATION OR WILLFUL OR RECKLESS CONDUCT, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES (REGARDLESS OF THE FORM OF ACTION, WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTIES, FAILURE OF ESSENTIAL PURPOSE OR OTHERWISE) IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY GOODS OR SERVICES PROVIDED HEREUNDER EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. AGGREGATE LIABILITY. JUMP’S TOTAL LIABILITY UNDER OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUSE OR FORM OF ACTION, AND WHETHER BEFORE OR AFTER ITS TERMINATION, SHALL NOT EXCEED THE TOTAL OF ALL AMOUNTS PAID TO JUMP BY THE CUSTOMER OVER THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.
3. The limitation of liability established in this Section does not apply to any damages resulting from loss of life, body or personal injury or any other damages whose liability cannot be excluded or limited according to any applicable law.
4. Force Majeure. Neither Party shall be held liable or responsible to the other Party or be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement when such failure or delay is caused by or results from causes beyond the reasonable control of the non-performing Party (including, but not limited to, strikes or other labour disturbances, blockade, war, terrorism, riots, natural disasters, epidemics, quarantines, riots, civil commotion, acts of God or acts, omissions or delays in acting by any governmental authority). The non-performing Party shall notify the other Party of such force majeure within ten (10) days after such occurrence by giving written notice to the other Party stating the nature of the event, its anticipated duration, and any action being taken to avoid or minimize its effect. The suspension of performance shall be of no greater scope and no longer duration than is necessary and the non-performing Party shall use commercially reasonable efforts to remedy its inability to perform; provided, however, that in the event the suspension of performance continues for ninety (90) days after the date of the occurrence, and such failure to perform would constitute a material breach of this Agreement in the absence of such force majeure, the non-performing Party may terminate this Agreement pursuant by written notice to the other Party.
Indemnity
1. Indemnification Obligations. Each Party (the ‘Indemnifying Party´) will, at all times whether during or after the termination of this Agreement, defend, indemnify and hold the other Party and its Affiliates and their users, and their respective officers, directors, shareholders, employees and agents (each an Indemnified Party´) harmless from and against any and all Claims brought against the Indemnified Party attributable to or related to the breach by the Indemnifying Party of a duty, representation, warranty, obligation, or covenant established in this Agreement. Should any Claim give rise to a duty of indemnification under the provisions of this Agreement, then the Indemnified Party shall promptly notify the Indemnifying Party in writing; provided that failure to give such prompt, notice will not relieve the Indemnifying Party of its obligations under this Section, except to the extent of losses that would have been avoided had such notice been given. The Indemnified Party will fully cooperate with the Indemnifying Party to enable the Indemnifying Party to fulfil its obligations hereunder with respect to any Claim.
2. JUMP will defend, indemnify and hold the CUSTOMER harmless from and against any and all Claims related to or in connection to the JUMP Platform or any other content made available by JUMP pursuant to this Agreement, including but not limited to any allegations of infringement or alleged infringement of any Intellectual Property Rights of any third party which is suffered by the CUSTOMER as a result of the receipt of the Service or any part thereof or the use of the JUMP Platform. The foregoing obligation does not apply to any Claim arising out of or relating to any: (i) incorporation of JUMP Platform or Service into, or any combination, operation, or use of JUMP’s Platform or Service with, any products or services not provided or authorized by JUMP, unless such infringement would also have resulted solely from the use of JUMP’s Platform or Service without their incorporation in, or combination, operation or use, with such other products or services, (ii) modification of JUMP’s Platform or Service other than by JUMP or with JUMP’s express written approval, or (iii) unauthorized use of JUMP’s Platform or Service.
Audit Rights
1. CUSTOMER agrees that JUMP may audit CUSTOMER’s use of JUMP Platform for compliance with these Terms by an auditor approved by CUSTOMER during normal business hours, upon at least 1 month prior written notice, not to exceed one (1) time per twelve (12) month period, and provided that in any event JUMP shall use best efforts to conduct any such audit in a manner not to materially interfere with CUSTOMER’s business operations. The cost of these audits shall be borne by JUMP, except in those cases in which, as a result of the audit, serious irregularities or serious deviations in compliance with this Agreement by the CUSTOMER are detected.
Confidential Information
1. Use of Confidential Information. Each Party shall treat as confidential all Confidential Information of the other Party; shall not use such Confidential Information except as expressly set forth in this Agreement or otherwise authorized in writing; shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, misuse or removal of the other Party’s Confidential Information; and shall not disclose such Confidential Information to any third person except to such Party’s legal counsel, as required by law, or as may be necessary and required in connection with the rights and obligations of such Party under this Agreement and only then with such confidentiality obligations upon said third person which is at least as protective as those set forth in this Agreement. Without limiting the above, each of the Parties shall, at a minimum, use the same procedures and degree of care which it utilizes to prevent the disclosure of its own confidential information of like importance to prevent the disclosure of Confidential Information disclosed to it by the other Party under this Agreement, but in no event less than reasonable care.
2. Exceptions. Notwithstanding the foregoing, neither Party shall have liability to the other regarding any Confidential Information of the other which: (i) was generally known and available in the public domain at the time it was disclosed by a Party hereto (the ´Disclosing Party´) or becomes generally known and available in the public domain through no fault of the recipient of such Confidential Information (the ‘Receiving Party´); (ii) was known to Receiving Party at the time of disclosure; (iii) is disclosed with the prior written approval of Disclosing Party; (iv) was independently developed by Receiving Party without any use of the Confidential Information and by employees or other agents of Receiving Party who have not been exposed to the Confidential Information; (v) becomes known to Receiving Party from a source other than the Disclosing Party without breach of this Agreement by Receiving Party and otherwise not in violation of this Section; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided Receiving Party shall provide prompt, advanced notice to the Disclosing Party.
3. Remedies. Notwithstanding the terms of this Agreement and Section 10.4 above, the obligations with respect to any Confidential Information shall continue for a period of three (3) years after the expiration or termination of the Agreement. If either Party breaches any of its obligations with respect to confidentiality and unauthorized use of Confidential Information under this Agreement, it is recognized that the damages flowing from such breach are difficult to ascertain and liquidate, the other Party shall be entitled to seek equitable relief to protect its interest in such Confidential Information, including but not limited to injunctive relief, as well as all other rights and remedies available at law.
Protection of Personal Data
1. Data of the Signatories. The Parties acknowledge that the signatories’ personal data, as well as the data of the persons working for the respective Parties and to which the other Party may have access, will be processed by the other Party for the sole purpose of managing and executing the contractual relationship. Likewise, the data will be kept for as long as the relationship remains in force and, once ended, the data will be kept only for the time necessary to comply with the tax, legal and administrative obligations to which the Parties are bound. The data will not be transferred to third parties except for those that are essential for the execution of the Agreement itself (necessary service providers) and for the fulfilment of legal obligations (Public Administrations, auditors, among others). In the case of necessary service providers, they may be based outside the EU and an international transfer of data may take place. In such an event, the Parties undertake to ensure that their international providers have adequate safeguards under applicable law. The Parties may request the exercise of their rights of access, rectification, deletion, opposition, limitation, and portability at the address designated in this Agreement or at the e-mail address indicated in Section 18.1. Likewise, the Parties have the right to file a complaint with the applicable Data Protection Authority. Nevertheless, the Parties will use their best efforts and will try to resolve any issue related to personal data in an amicable manner.
2. Data Processing. The processing of CUSTOMER’s personal data by JUMP shall be carried out in accordance with the applicable data protection law and a data processing agreement (the “Data Processing Agreement”) which will be signed between the Parties before the processing of any personal data by JUMP. In case of inconsistencies between these Terms and the data processing agreement, the latter shall prevail.
General Provisions
1. Notices. All notices, requests and other communications hereunder shall be given in writing by personal delivery, by overnight courier, email or by first-class mail, postage prepaid, return receipt requested, to the addresses of the Parties set forth below or such other address as either Party may substitute by notice hereunder. Unless otherwise provided, notice will be effective on the date it is officially recorded as delivered by return receipt or equivalent.
  1. CUSTOMER
    Address and contact details included in the Order
  2. JUMP TV SOLUTIONS S.L
    Address: Calle Villa de Marín 37, 1 A, 28029 Madrid, Spain
    Phone: +34 91 9157414
    Email: [email protected]
2. Invalid or Unenforceable Provision. If any provision of these Terms is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any remaining promises shall not in any way be affected or impaired and a valid, legal and enforceable provision of similar intent and economic impact shall be substituted therefor.
3. Interpretation. The provisions of these Terms shall be interpreted and construed in accordance with their fair meanings, and not strictly for or against any Party, regardless of which Party may have drafted these Terms or any specific provision of these Terms.
4. Changes to these Terms. JUMP reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Service (or any part thereof) with or without notice. JUMP reserves the right to change these Terms at any time. JUMP shall notify CUSTOMER of such changes by e-mail or other means. If the modified Terms are not acceptable to CUSTOMER, CUSTOMER’s only recourse is to stop using the JUMP Platform and Service. Marketer’s continued access to and use of the Platform or Services will constitute the Effective Date to such updated Terms.
5. Assignment. CUSTOMER may not assign or transfer this Agreement, by operation of law or otherwise, without JUMP’s prior written consent, except in the case of a merger, acquisition, or sale of all or substantially all assets of CUSTOMER. Any attempt by CUSTOMER to assign or transfer this Agreement, without such consent, will be null. JUMP may freely assign or transfer this Agreement without restriction. Subject to the foregoing, these terms will bind and inure to the benefit of the Parties, their successors and permitted assigns.
6. Entire Agreement. This Agreement together with its Exhibits and Annexes constitutes the entire and exclusive understanding and agreement between the Parties relating to the subject matter contained in this Agreement, and this Agreement supersedes and replaces any and all prior oral or written understandings or agreements between the Parties with respect to the subject matter hereof, however, if an Annex differs from this Agreement, then the Annex supersedes the terms contained in the body of the Agreement.
7. Invalid or Unenforceable Provision. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
8. Waivers. Either Party’s failure to enforce any right or provision of this Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of both Parties.
9. Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency created hereby between the Parties. Neither Party will have the power to bind the other or incur obligations on the other Party’s behalf without the other party’s prior written consent.
APPLICABLE LAW AND DISPUTES
1. Applicable Law. This Agreement shall be governed by and construed under the laws of Spain without regard to the conflicts of law provisions thereof.
2. Jurisdiction. The Parties jointly declare that, to the extent reasonable, any dispute arising out of or in connection with this Agreement shall be settled by mutual negotiation and consultation. In the event of failure to reach a satisfactory resolution, such a dispute shall be submitted to the courts of the city of Madrid (Spain).
ADJUSTMENT FOR INFLATION
1. The parties agree that for each succeeding Contract Year, all license fees shall be adjusted at the Contract Year anniversary a five percent (5%) annual increase, or an increase consistent with the year-on-year inflation if this is over a five percent (5%), whatever is higher.

Exhibit(s):

Exhibit A: Service Level Agreement

EXHIBIT A
Service Level Agreement

Availability of JUMP Platform
JUMP Platform shall have availability of 99.5% or higher, measured monthly.

Service Levels
JUMP support team can be reached at [email protected] (0034 6699473263) and shall be available for all customer support requests on 24x7x365 basis. Incidents will be routed and addressed according to the following service levels (each, a “Service Level”).When reference is made to business hours, the official Spanish clalendar (peninsular time) shall apply.

Service Level	Description	Incident Resolution
1 — Critical Priority	Incident that renders Hosted Services inoperative or causes Hosted Services to fail catastrophically.	Case will be opened upon receipt of request or identification of issue. CUSTOMER must be notified of the status of the issue within 1 hour. JUMP shall use its best efforts (including by diligently and continuously performing such services as may be necessary) to: (a) promptly replicate and verify the reported problem; and (b) arrive at a fix as promptly as possible.
2 — High Priority	Incident that affects the operation of Hosted Services and degrades Company’s use of Hosted Services.	Case will be opened upon receipt of request or identification of issue. CUSTOMER must be notified of the status of the issue within 4 hours. JUMP shall use its best efforts (including by diligently and continuously performing such services as may be necessary) to: (a) promptly replicate and verify the reported problem; and (b) arrive at a fix as promptly as possible.
3 — Medium Priority	Incident that affects the operation of Hosted Services but that does not degrade Company’s use of Hosted Services.	Case will be opened upon receipt of request. CUSTOMER must be notified of the status of the issue within 6 hours. JUMP shall diligently perform, during normal business hours, such services as may be necessary to: (a) promptly begin work on error identification and verification; and (b) arrive at a fix as promptly as possible.
4 — Low Priority	Incident that causes only a minor impact on the operation of Hosted Services.	Case will be opened upon receipt of request. CUSTOMER must be notified of the status of the issue within eight hours, provided notification is received during normal business hours between 6AM and 8PM, Monday through Friday. JUMP shall begin work on error identification and verification or feature or functionality design within two business days of receipt of notification and provide CUSTOMER with a final fix as promptly as possible thereafter.

Scheduled Maintenance
JUMP shall (and CUSTOMER shall allow JUMP) to perform customary scheduled maintenance and any reasonable additional maintenance required for CUSTOMER to use the Platform and Services for the purposes described hereunder. Such scheduled maintenance can be a maximum of eight (8) hours per month only and shall be performed in a manner to minimize the impact on CUSTOMER. CUSTOMER shall be notified two (2) weeks in advance of any such scheduled maintenance.
Emergency Maintenance
JUMP may also perform any maintenance reasonably necessary to fix critical Hosted Service functionality, security or other vulnerabilities or material defects that may substantially impair the usability or performance of the Hosted Services, to the extent such maintenance cannot reasonably be performed during the Scheduled Maintenance window (“Emergency Maintenance”). JUMP shall notify CUSTOMER at least 24 hours’ notice (or at least as much notice as is reasonably possible, where 24 hours is not commercially reasonable) of any Emergency Maintenance, including its date, time and expected duration. Such notice will be provided by telephone to the Company’s project manager, with a follow-up by electronic mail. The Parties acknowledge that this Section will in no way limit or alter JUMP response and resolve obligations set forth below.